[Letterhead of CB Commercial]              INDUSTRIAL REAL ESTATE LEASE

                                           (SINGLE-TENANT FACILITY)

                                           CB COMMERCIAL REAL ESTATE GROUP, INC.

                                           BROKERAGE AND MANAGEMENT

                                           LICENSED REAL ESTATE BROKER



ARTICLE ONE:  BASIC TERMS



         This Article One contains the Basic Terms of this Lease between the

Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the

Lease referred to in this Article One explain and define the Basic Terms and are

to be read in conjunction with the Basic Terms.



         Section 1.01. Date of Lease: December 16, 1993



         Section 1.02. Landlord (include legal entity): D B & D Partnership

Address of Landlord: 19039 62nd Ave. S., Kent, Wa 98032



         Section 1.03. Tenant (include legal entity): Gargoyles, Inc.

Address of Tenant: 5866 S. 194th, Kent, Wa 98032



         Section 1.04. Property: (include street address, approximate square

footage and description) 5866 South 194th, Kent, Wa 98032

                         25,841 square feet:  office and storage



         Section 1.05. Lease Term: Ten (10) years ________ months beginning on

January 1, 1994 or such other date as is specified in this Lease, and ending on

December 31, 2004



         Section 1.06. Permitted Uses: (See Article Five) Office, Assembly Work,

Warehousing, Distribution



         Section 1.07. Tenant's Guarantor: (If none, so state) None



         Section 1.08. Brokers: (See Article Fourteen) (If none, so state)

Landlord's Broker:                  None

Tenant's Broker:                    None



         Section 1.09. Commission Payable to Landlord's Broker: (See Article

Fourteen) $ None









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         Section 1.10. Initial Security Deposit: (See Section 3.03) $ None



         Section 1.11. Vehicle Parking Spaces Allocated to Tenant: All



         Section 1.12. Rent and Other Charges Payable by Tenant:



         (a) BASE RENT: Seventeen Thousand Five Hundred and 0/100 Dollars

($17,500.00) per month, for the first 12 months, as provided in Section 3.01,

and shall be increased on the first day of the 13th month after the Commencement

Date as provided in Section 3.02, and on each anniversary date of the

commencement date thereafter, however, the minimum annual increase shall be 3%.



         (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section

4.02); (ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section

4.04); (iv) Impounds for Insurance Premiums and Property Taxes (See Section

4.07); (v) Maintenance, Repairs and Alterations (See Article Six).



         Section 1.13. Landlord's Share of Profit on Assignment or Sublease:

(See Section 9.05) N/A percent ( %) of the Profit (the "Landlord's Share").



         Section 1.14. Riders: The following Riders are attached to and made a

part of this Lease: (If none, so state) Exhibit A



ARTICLE TWO: LEASE TERM



         Section 2.01. Lease of Property For Lease Term. Landlord leases the

Property to Tenant and Tenant leases the Property from Landlord for the Lease

Term. The Lease Term is for the period stated in Section 1.05 above and shall

begin and end on the dates specified in Section 1.05 above, unless the beginning

or end of the Lease Term is changed under any provision of this Lease. The

"Commencement Date" shall be the date specified in Section 1.05 above for the

beginning of the Lease Term, unless advanced or delayed under any provision of

this Lease.



         Section 2.02. Delay in Commencement. Landlord shall not be liable to

Tenant if Landlord does not deliver possession of the Property to Tenant on the

Commencement Date. Landlord's non-delivery of the Property to Tenant on that

date shall not affect this Lease or the obligations of Tenant under this Lease

except that the Commencement Date shall be delayed until Landlord delivers

possession of the Property to Tenant and the Lease Term shall be extended for a

period equal to the delay in delivery of possession of the Property to Tenant,

plus the number of days necessary to end the Lease Term on the last day of a

month. If Landlord does not deliver possession of the Property to Tenant within

sixty (60) days after the Commencement Date, Tenant may elect to cancel this

Lease by giving written notice to Landlord within ten (10) days after the sixty

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